FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is dated effective as of the 31st day of May, 1996, among
NATIONAL DATA CORPORATION, a Delaware corporation (the
"Borrower"), the banks (the "Banks") party to the Credit
Agreement referred to below, and WACHOVIA BANK OF GEORGIA, N.A.,
a national banking association, acting in its capacity as agent
for itself and for the other Banks (in such capacity, the
"Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks and the Agent executed and
delivered that certain $50,000,000 Credit Agreement, dated as of
even date herewith (the "Credit Agreement");
WHEREAS, the Borrower has requested and the Banks and the
Agent have agreed to certain amendments to the Credit Agreement,
subject to the terms and conditions hereof;
NOW, THEREFORE, for and in consideration of the above
premises and other good and valuable consideration, the receipt
and sufficiency of which hereby is acknowledged by the parties
hereto, the Borrower, the Banks and the Agent hereby covenant and
agree as follows:
1. Definitions. Unless otherwise specifically defined
herein, each capitalized term used herein which is defined in the
Credit Agreement shall have the meaning assigned to such term in
the Credit Agreement. Each reference to "hereof", "hereunder",
"herein", and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date
hereof refer to the Credit Agreement as amended hereby.
2. Amendment to Section 4.04(b). Section 4.04(b) of the
Credit Agreement hereby is amended by deleting the same in its
entirety and substituting the following in lieu thereof:
(b) Since February 29, 1996, there has been no
event, act, condition or occurrence having a Material
Adverse Effect. The Agent and the Banks acknowledge and
agree that those certain restructuring and asset impairment
charges against the assets of the Borrower and its
Subsidiaries to be reflected in the financial statements for
and incurred solely for the period of the Fiscal Quarter
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ending either May 31, or August 31, 1996, in an amount not
to exceed (i) $44,100,000 with respect to the Borrower and
its Subsidiaries, and (ii) $48,000,000 with respect to the
Borrower and its Subsidiaries, and GPS and Comerica on a
combined basis (the "Asset Impairment Charges") shall not
constitute a Material Adverse Effect.
3. Restatement of Representations and Warranties. The
Borrower hereby restates and renews each and every representation
and warranty heretofore made by it in the Credit Agreement and
the other Loan Documents as fully as if made on the date hereof
and with specific reference to this Amendment and all other loan
documents executed and/or delivered in connection herewith.
4. Effect of Amendment. Except as set forth expressly
hereinabove, all terms of the Credit Agreement and the other Loan
Documents shall be and remain in full force and effect, and shall
constitute the legal, valid, binding and enforceable obligations
of the Borrower. The amendments contained herein shall be deemed
to have prospective application only, unless otherwise
specifically stated herein.
5. Ratification. The Borrower hereby restates, ratifies
and reaffirms each and every term, covenant and condition set
forth in the Credit Agreement and the other Loan Documents
effective as of the date hereof.
6. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the
same instrument.
7. Section References. Section titles and references used
in this Amendment shall be without substantive meaning or content
of any kind whatsoever and are not a part of the agreements among
the parties hereto evidenced hereby.
8. No Default. To induce the Banks and the Agent to enter
into this Amendment and to continue to make advances pursuant to
the Credit Agreement, the Borrower hereby acknowledges and agrees
that, as of the date hereof, and after giving effect to the terms
hereof, there exists (i) no Default or Event of Default and
(ii) no right of offset, defense, counterclaim, claim or
objection in favor of the Borrower arising out of or with respect
to any of the obligations arising under the Credit Agreement or
the other Loan Documents.
9. Further Assurances. The Borrower agrees to take such
further actions as the Agent shall reasonably request in
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connection herewith to evidence the amendments herein contained
to the Credit Agreement.
10. Governing Law. This Amendment shall be governed by and
construed and interpreted in accordance with, the laws of the
State of Georgia.
11. Conditions Precedent. The following shall constitute
express conditions precedent to the delivery of this Amendment by
the Banks and the Agent: receipt by the Agent from each of the
parties hereto of a duly executed counterpart of this Amendment.
IN WITNESS WHEREOF, the Borrower, the Banks and the
Agent have caused this Amendment to be duly executed, under seal,
by their respective duly authorized officers as of the day and
year first above written.
NATIONAL DATA CORPORATION (SEAL)
By: /s/ E. Michael Ingram
Title: Secretary
WACHOVIA BANK OF GEORGIA, N.A., (SEAL)
in its capacity as a Bank and
as the Agent
By: /s/ William B. Nixon
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO (SEAL)
By: /s/ Ed A. Adams
Title: Corporate Banking Officer
SUNTRUST BANK, ATLANTA (SEAL)
By: /s/ Dennis H. James
Title: AVP
By: /s/ J. Christopher Deisley
Title: FVP
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ACKNOWLEDGMENT AND CONSENT OF GUARANTORS
Each of the undersigned hereby (i) acknowledges receipt of
the foregoing Amendment, (ii) consents thereto, (iii) agrees to
be bound thereby, and (iv) restates and affirms its respective
obligations under its respective Subsidiary Guaranty executed and
delivered in favor of the Agent (for the ratable benefit of the
Banks) without defense, counterclaim or set-off.
NDC FEDERAL SYSTEMS, INC., a
Delaware corporation
By: /s/ E. Michael Ingram ZADALL SYSTEMS GROUP, INC., a
Title: VP & General Counsel Texas corporation
NDC INTERNATIONAL, LTD., a By: /s/ E. Michael Ingram
Georgia corporation Title: VP & General Counsel
By: /s/ E. Michael Ingram LEARNED-MAHN, INC., an Idaho
Title: VP & General Counsel corporation
NATIONAL DATA PAYMENT SYSTEMS, By: /s/ E. Michael Ingram
INC., a New York corporation Title: VP & General Counsel
By: /s/ E. Michael Ingram GLOBAL PAYMENT HOLDING
Title: VP & General Counsel COMPANY, a Georgia corporation
NATIONAL DATA REALTY, INC., a By: /s/ E. Michael Ingram
Georgia corporation Title: Treasurer & General Counsel
By: /s/ E. Michael Ingram GPS HOLDING LIMITED
Title: VP & General Counsel PARTNERSHIP, a Georgia limited
partnership
NATIONAL DATA CORPORATION OF By: National Data Corporation,
CANADA,A LTD., a limited its general partner
liability company organized
pursuant to the laws of
Ontario By: /s/ E. Michael Ingram
Title: Secretary
By: /s/ E. Michael Ingram
Title: VP & General Counsel C.I.S. TECHNOLOGIES, INC.
NDC YES CHECK, INC., a Georgia
corporation By: /s/ Philip D. Kurtz
Title: CEO
By: /s/ E. Michael Ingram
Title: VP & General Counsel C.I.S., INC.
NDC CHECK SERVICES, INC., an By: /s/ Philip D. Kurtz
Illinois corporation Title: President
By: /s/ E. Michael Ingram
Title: VP & General Counsel
AMSC, INC.
By: /s/ Thomas G. Noulles
Title: VP
AMSC MIDWEST, INC.
By: /s/ Thomas G. Noulles
Title: VP
CLINLAB, INC.
By: /s/ Thomas G. Noulles
Title: VP